Completion of Share Transfers. 22.1 Where this clause 22 applies to the transfer of any Share, the Share shall be transferred free of encumbrances and with all rights attaching thereto and the transfer shall be governed by the law of England and Wales.
22.2 On completion of any transfer of Shares under this agreement where this clause 22 applies:
(A) the seller shall deliver to the purchaser a duly executed transfer in favour of the purchaser together with the certificate(s) representing the relevant Shares and a power of attorney in a form and in favour of a person nominated by the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitation, the voting rights;
(B) in the case of clauses 18 (Novartis Transfer and GSK Right of First Refusal), 19.4 (GSK Transfer and Novartis Right of First Refusal and Tag Right), 19 (Novartis Put Option) and 21 (Transfer of Shares on Default), the purchaser shall pay the relevant Cash consideration as referred to in clauses 18.2(J) (Novartis Transfer and GSK Right of First Refusal), clause 19.2(J) (GSK Transfer and Novartis Right of First Refusal and Tag Right), 20.6 (Novartis Put Option), and 21.2(A) (Transfer of Shares on Default) to the seller for value on the date of completion in such manner as may be agreed between the seller and the purchaser before completion or failing any such agreement by telegraphic transfer in immediately available funds to such bank account as may be notified by the seller to the purchaser;
(C) the seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser as the purchaser may reasonably require to give effect to the transfer of Shares to it (save, for the avoidance of doubt, the payment of any stamp duty or stamp duty reserve tax required in connection with such transfer which shall be for the account of the purchaser); and
(D) the Company shall, subject to the instrument of transfer being duly stamped, procure that the purchaser shall be registered as the holder of the relevant Shares.
Completion of Share Transfers. 20.1 Where this clause 20 applies to the transfer of any Share, the Share shall be transferred free of encumbrances (other than transfer restrictions under applicable securities laws) and with all rights attaching thereto and the transfer shall be governed by the Law of England and Wales.
20.2 On completion of any transfer of Shares under this agreement where this clause 20 applies:
(A) the seller shall deliver to the purchaser a duly executed transfer in favour of the purchaser together with the certificate(s) representing the relevant Shares and a power of attorney in a form and in favour of a person nominated by the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitation, the voting rights;
(B) the purchaser shall pay the relevant cash consideration to the seller for value on the date of completion in such manner as may be agreed between the seller and the purchaser before completion or failing any such agreement by telegraphic transfer in immediately available funds to such bank account as may be notified by the seller to the purchaser;
(C) the seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser as the purchaser may reasonably require to give effect to the transfer of Shares to it (save, for the avoidance of doubt, the payment of any stamp duty or stamp duty reserve tax required in connection with such transfer which shall be for the account of the purchaser); and
(D) the Company shall, subject to the instrument of transfer being duly stamped, procure that the purchaser shall be registered as the holder of the relevant Shares.
Completion of Share Transfers.
35.1 The Parties agree that this Clause 35 (Completion of Share Transfers) shall apply to any transfer of Shares or Indirect Interest between an Investor Party on one side and the Slovak Party, the Slovak Entity, the Slovak HoldCo and the Slovak 3ED Subsidiary, as the case may be, on the other side in accordance with Clause 34 (Right of First Refusal)) (a “Shareholder Transfer”).
35.2 The Shareholder Transfer shall occur materially in accordance with the terms of the Offer Notice and the Offer SPA, except for the terms which are related to the person of the Third Party Purchaser. If a Shareholder Transfer is subject to a requirement to obtain prior Requisite Consents, then the date for completion shall be extended until the later of (i) expiry of such period for obtaining such Requisite Consents as is set forth in the Offer Notice or the Offer SPA and (ii) the expiry of one hundred and twenty (120) days of the delivery of the relevant Acceptance Notice to the Selling Party. For the avoidance of doubt, the other terms of the Offer Notice and the Offer SPA relating to the Requisite Consents (including the obligations of the transferee relating to obtaining the Requisite Consents and consequences of a failure to obtain the Requisite Consents) shall not be unaffected by the preceding sentence.
Completion of Share Transfers.
15.1 This clause 15 applies to the Completion of any transfer of Shares under this Agreement other than a Permitted Disposal.
Completion of Share Transfers
